UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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None |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01Other Events
On December 15, 2021, PDL Community Bancorp (the “Company”), the holding company for Ponce Bank, Mortgage World Bankers, Inc. and Ponce Financial Group, Inc., the newly formed Maryland corporation that is the proposed holding company for Ponce Bank and Mortgage World Bankers, Inc., issued a press release announcing an update with respect to the Company’s Emergency Capital Investment Program application.
A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
Exhibits
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Ponce Financial Group, Inc. |
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Date: December 15, 2021 |
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By: |
/s/ Carlos P. Naudon |
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Carlos P. Naudon |
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President and Chief Executive Officer |
Exhibit 99.1
PDL COMMUNITY BANCORP ANNOUNCES UPDATE WITH RESPECT TO ITS EMERGENCY CAPITAL INVESTMENT PROGRAM APPLICATION
Bronx, New York, December 15, 2021 – PDL Community Bancorp (“PDL” or the “Company”) (NASDAQ: PDLB), the holding company for Ponce Bank (the “Bank”), Mortgage World Bankers, Inc. (“Mortgage World”) and Ponce Financial Group, Inc. (“Ponce Financial Group”), the proposed holding company for the Bank and Mortgage World upon completion of the proposed second-step conversion and reorganization of Ponce Bank Mutual Holding Company (“PBMHC”), announced today that it has received a letter, dated December 14, 2021, from the U. S. Department of the Treasury (“Treasury”) indicating that it is eligible to participate in the Emergency Capital Investment Program (“ECIP”). Subject to the completion of the conversion and reorganization of PBMHC and upon the complete execution of not yet available ECIP investment and program documentation, we may receive an ECIP investment of up to $185.6 million in exchange for the issuance by Ponce Financial Group of senior perpetual noncumulative preferred stock directly to Treasury on terms established by Treasury. Treasury indicated that it would provide further information concerning the ECIP process, including, but not limited to, the fulfillment of unspecified closing conditions, additional documentation and supplemental information.
PDL cannot provide any assurance or guarantee concerning whether it will ultimately be a participant in the ECIP, what the actual amount, if any, Treasury will offer to invest, whether such amount will be acceptable, what the actual terms, conditions and preferences of the senior preferred stock will be or whether they will be acceptable to Ponce Financial Group.
About PDL Community Bancorp
PDL Community Bancorp is the financial holding company for Ponce Bank and Mortgage World Bankers, Inc. Ponce Bank is a Minority Depository Institution, a Community Development Financial Institution, and a certified Small Business Administration lender. The Bank’s business primarily consists of taking deposits from the general public and to a lesser extent alternative funding sources and investing those deposits, together with funds generated from operations and borrowings, in mortgage loans, consisting of 1-4 family residences (investor-owned and owner-occupied), multifamily residences, nonresidential properties and construction and land, and, to a lesser extent, in business and consumer loans. The Bank also invests in securities, which consist of U.S. Government and federal agency securities and securities issued by government-sponsored or government-owned enterprises, as well as, mortgage-backed securities, corporate bonds and obligations, and Federal Home Loan Bank stock. Mortgage World Bankers, Inc. is a mortgage lender operating in five states. As a Federal Housing Administration (“FHA”)-approved Title II lender, Mortgage World Bankers, Inc. originates and sells to investors single-family mortgage loans guaranteed by the FHA, as well as conventional mortgages.
Forward Looking Statements
Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s business activities; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which the Company operates, including changes that adversely affect borrowers’ ability to service and repay the Company’s loans; the anticipated impact of the COVID-19 novel coronavirus pandemic and the Company’s attempts at mitigation; changes in the value of securities in the Company’s investment portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks, including, but not limited to, cybersecurity, fraud and natural disasters; changes in government regulation; changes in accounting standards and practices; the risk that intangibles recorded in the Company’s financial statements will become impaired; demand for loans in the Company’s market area; the Company’s ability to attract and maintain deposits; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that the Company may not be successful in the implementation of its business strategy; changes in assumptions used in making such forward-looking statements and the risk factors described in the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, PDL Community Bancorp’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as may be required by applicable law or regulation.